Common use of Board Meetings Clause in Contracts

Board Meetings. (a) Except as otherwise set forth in the Bylaws, all actions of the Board will be taken at meetings of the Board in accordance with this Section 4.8. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the Bylaws. (c) Regular meetings of the Board will be held at such times as are provided in the Bylaws, but no less frequently than once each Fiscal Quarter. (d) Special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting of the Board. (e) The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of which all persons participating in the meeting can hear each other, and participation in the meeting by such means shall constitute presence in person at the meeting. (f) Notices of regular meetings of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meeting. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.

Board Meetings. (a) Except as otherwise Meetings of the Board, for any purpose or purposes, may be called by any member of the Board, subject to the limitation set forth in the Bylaws, all actions of the Board will be taken at meetings of the Board in accordance with this Section 4.8. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the Bylaws. (c) Regular meetings 6.3[b]. [a] Meetings of the Board will be held at the Company’s principal place of business or such times other place as are provided in all of the Bylaws, but no less frequently than once each Fiscal Quarter. (d) Special meetings members of the Board will may agree. [b] Notice of any meeting must be held whenever called by given not less than five Business Days nor more than 30 days before the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting date of the Board. (e) The meeting; provided that the Person calling the meeting reasonably takes into consideration the personal schedules of Board may hold its meetings at such place or places as members when scheduling meetings. Such Notice must state the place, day, and hour of the meeting and the purpose for which the meeting is called. Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. [c] Any member of the Board may from time waive, in writing, any Notice required to time by resolution determine be given to such individual, whether before or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule after the time and place of each meeting stated in such Notice. Any member of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder who signs minutes of action (or written consent or agreement) will be present at each deemed to have waived any required Notice with respect to such meetingaction. Members of the Board or any committee thereof may participate in and act [d] A quorum at any meeting of the Board or will consist of all three members of the Board. All members of the Board will act in good faith and use all reasonable efforts to attend meetings of the Board and to find alternative dates that would allow all members of the Board to participate in a meeting of the Board in order to meet the quorum requirement. Any meeting of the Board at which a quorum is not present may adjourn the meeting to a place, day and hour without further Notice, provided that at such committee through video conference or adjourned meeting, the use only business that may be conducted are the matters that were set forth in the Notice for the original meeting. If a quorum is present at any meeting of the Board, the affirmative vote of a majority of the members of the Board will be the act of the Board, provided that such act is evidenced by a written consent describing the action taken, signed by a majority of the members of the Board, unless unanimous approval of all members of the Board is required in Article 7 or elsewhere in this Agreement, in which case the affirmative vote of all of the members of the Board will be the act of the Board, provided that such act is evidenced by a written consent describing the action taken, signed by all members of the Board. [e] The members of the Board may participate in a meeting by means of conference telephone or other similar communications equipment, in each case equipment by means of which all persons members of the Board participating in the meeting can hear each other, and other at the same time. Such participation in the meeting by such means shall will constitute presence in person at the meeting. (f) Notices meeting and waiver of regular meetings any required Notice, except when the Board member so participates for the express purpose of objecting, at the beginning of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding transaction of such any business because the meeting without due notice), is not lawfully called or with respect convened. [f] Any action required or permitted to regular meetings scheduled be taken at a meeting of the Board held at least 30 calendar days prior to may be taken without a meeting if the date of a subsequent meeting. (g) Meetings action is evidenced by one or more written consents describing the action taken, signed by all members of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereofBoard.

Board Meetings. (a) Except as otherwise set forth in the New Bylaws, all actions of the Board will be taken at meetings of the Board in accordance with this Section 4.8. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the New Bylaws. (c) Regular meetings of the Board will be held at such times as are provided in the New Bylaws, but no less frequently than once each Fiscal Quarter. (d) Special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting of the Board. (e) The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of which all persons participating in the meeting can hear each other, and participation in the meeting by such means shall constitute presence in person at the meeting. (f) Notices of regular meetings of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meeting. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.

Board Meetings. (a1) Except The Directors of each JV Company shall hold meetings once per calendar quarter and at such other times as otherwise set forth in the BylawsChair of such Board shall require. The Chair of a Board shall promptly call a Board meeting upon a written request for such a meeting being given by any Director to the Chair and to all other Directors, all actions of and if the Board will be taken at meetings of the Board in accordance with this Section 4.8Chair does not call such a meeting within five (5) Business Days after receiving such written request then such Director may do so alone. (b2) As soon as practicable after Each meeting of a Board shall be held upon not less than ten Business Days’ written notice given to the election of Directors as provided in Section 4.3Directors, the Board will meet Shareholders and the JV Company, or on shorter notice if all Directors consent thereto or if the Chair determines that a meeting must be held on shorter notice in order to deal with an urgent matter. Each meeting notice shall contain a reasonably detailed agenda of the business to be discussed at the meeting, together with, or referring to previously distributed, appropriate supporting material. Matters not included in the agenda may be submitted for the purpose of organization consideration and the transaction of other business as provided in the Bylaws. (c) Regular meetings of the Board will be held at such times as are provided in the Bylaws, but no less frequently than once each Fiscal Quarter. (d) Special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting resolution of the Board. (e) The Board may hold its meetings at such place , or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers notice of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board may be waived, only if all of the Directors, whether or not present at the meeting, unanimously agree either prior to or at the meeting. The attendance of a Director in person at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened and at the beginning of the meeting records such objection with the Chair and does not thereafter vote on any action taken at the meeting. (3) Each meeting of a Board shall be held in Douglas, Isle of Man in the case of XxxXx and Accra, Ghana in the case of either MineCo or ExploreCo or such committee through video conference other place permitted by Applicable Law as may be designated by the relevant Chair. Unless otherwise expressly agreed to by the Shareholders, any or all Directors may participate in a meeting of the use of a conference Board by telephone or video conference, or such other communications equipmenttechnology which is agreed to by the Board, in each case by means of which so long as all persons Directors participating in the meeting can hear and communicate with each otherother simultaneously, and participation a Director participating in the such a meeting by such means shall constitute presence in person is deemed to be present at the meeting. A Director present at a meeting by telephone, video conference or such other means is present at the meeting for all purposes including the ascertainment of a quorum and such presence shall be duly noted in the minutes of such meeting. (f4) Notices Subject to applicable residency requirements, a quorum for a Board meeting is constituted by the attendance of regular meetings of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing two (2) Directors appointed by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days Shareholder (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meeting. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, except in the case of his or her absencea Defaulting Group which has lost its right to vote pursuant to section 11.4; in which case the attendance of at least two (2) Directors appointed by a Non-Defaulting Group shall constitute a quorum). If a Shareholder’s appointment to the Board of a JV Company has been reduced to one (1) Director, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.then its quorum requirement is only one (1)

Board Meetings. (a) Except as otherwise set forth in the Bylaws, all actions The Class B Managers shall determine whether there will be an annual meeting of the Board will in a given year, and any such meeting shall be taken held at the place, date and time determined by the Class B Managers; provided, that if there are no Class B Managers, then such determinations shall be made by the Chairman of the Board. Except as hereinafter otherwise provided, regular meetings of the Board in accordance with this Section 4.8. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the Bylaws. (c) Regular meetings of the Board will shall be held at such times as are provided in the Bylawsany place, but no less frequently than once each Fiscal Quarter. (d) Special meetings within or outside of the Board will be held whenever called State of Delaware, which has been designated by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting of the Board. (e) The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members resolutions of the Board or any committee thereof may participate in and act at any meeting the written consent of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of all Managers (which all persons participating in the meeting can hear each other, and participation in the meeting by such means shall constitute presence in person at the meeting. (f) Notices include e-mail consent). Notice need not be given of regular meetings of the Board held at times and places fixed by resolution of the Board. Special meetings of the Board may be held at any time and place within or without the State of any adjourned Delaware whenever called by the Chairman of the Board, a Co-Chief Executive Officer, a Class B Manager, or members of the Board representing the majority of the voting power of the whole Board. Notice of the time and place of all regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of and special meetings of the Board or of any adjourned special meeting will shall be faxed by the Secretary or an Assistant Secretary given to each Director addressed to him Manager by mail, personal delivery, electronic transmission or her telephone at his or her residence or usual place least twenty-four (24) hours before the day of businessthe meeting. If given by mail, so as notice shall be deemed to be received at least five Business Days (excluding days given on the business day next following the date on which such notice is deposited in the principal office of the Company is not open for business) before mail, and if given by personal delivery on the day on which such meeting notice is to be helddelivered. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting Notice need not be given to any Director if such Manager who waives notice is waived by him or her in writing, whether before or after such meeting is heldthe meeting, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to who attends the holding of such meeting without due notice)protesting prior thereto or at its commencement, or with respect the lack of notice to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meetingsuch Manager. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.

Board Meetings. (a) Except Regular meetings of the Advisors shall be held on a quarterly basis or more frequently as otherwise determined by the Board. In addition, any Advisor may call a meeting of the Board upon at least 5 days’ Notice to the other Advisors. A written waiver of such notice, signed by each Advisor entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice; provided that neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Advisors need be specified in such written waiver of notice. Attendance of an Advisor at a meeting also shall constitute a waiver of notice of such meeting. Meetings of the Board shall be held at the principal offices of the Company as set forth in Section 1.4 hereof, or at such other place as shall be designated from time to time by the BylawsAdvisor calling the meeting. At any meeting, all actions of any Advisor may participate by telephone or similar communication equipment, provided that the Board will Advisors participating in such meeting can hear each other. Meetings shall be taken at meetings of the Board held in accordance with this Section 4.8a schedule established by the Chairman of the Advisory Board. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the Bylaws. (c) Regular meetings of the Board will be held at such times as are provided in the Bylaws, but no less frequently than once each Fiscal Quarter. (d) Special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business No action may be transacted at a special meeting that may be transacted at a regular meeting of the Board. (e) The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of which all persons participating in the meeting can hear each other, and participation in the meeting by such means shall constitute presence in person at the meeting. (f) Notices of regular meetings of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled taken at a meeting of the Board held unless a quorum is present. A quorum shall consist of at least 30 calendar days prior a majority of the total number of Advisors then in office; provided that such majority present includes at least one Advisor appointed by MGPI and at least one Advisor appointed by ICPH. Notwithstanding the foregoing, the requirement for the presence of at least one Advisor appointed by each Member shall not apply to a meeting for which notice is given pursuant to Section 6.3(a) unless the date absence of all such Advisors appointed by a subsequent meetingMember is due to unavoidable circumstances as determined by a majority of the total number of Advisors then sitting on the Board in their reasonable discretion. Each Advisor shall be entitled to cast one vote with respect to any decision requiring the approval of the Board. All actions by the Board must be approved by a majority of the total number of Advisors then sitting on the Board. (gc) Meetings Any action requiring the approval of the Board will may be presided over taken in any manner convenient to the Board (including by meetings in person, telephonic and video conference meetings, votes by electronic mail or other electronic means or by written consent), so long as (i) such action is taken or approved by a majority of the total number of the Advisors then in office and (ii) each Advisor is provided with reasonable prior notice of any such proposed action or meeting. Minutes or comparable written records of all Board meetings or actions shall be maintained by the Chairman or, if Company at the Chairman is not present, a Director designated by the Chairman. The Secretary direction of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereofBoard.

Board Meetings. (a) Except as otherwise set forth in the Bylaws, all actions of The Board shall hold regular meetings at which time the Board will be taken at meetings of the Board in accordance with this Section 4.8. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other shall conduct such business as provided in the Bylaws. (c) may properly come before it. Regular meetings of the Board will shall be held at in such times location and on such dates as are provided a majority in number of the BylawsDirectors shall determine. In addition, but no less frequently than once each Fiscal Quarterthe Board shall provide direction and control to the sales team leads through regularly held meetings and communications. (db) Special meetings of the Board will may be held whenever called by (x) the ChairmanPresident, or (y) any member of the Chief Executive Officer Board. A person or any Stockholder that is persons entitled to nominate at least one Director. Any and all business may be transacted at call a special meeting that of the Board may make a written request to the secretary to call the meeting. The secretary shall promptly give written notice of the meeting in the manner provided below. If the secretary fails to give notice of the meeting within TWO (2) days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of meeting and give notice thereof. Special meetings of the Board may be transacted held at any time or place as designated in the notice of meeting. (c) Written notice of each regular and special meeting of the Board shall state the time, place, and purpose of the meeting. Such notice shall be delivered personally; by facsimile; via email; or mailed, first class, postage prepaid; in each case not less than TWO (2) nor more than THIRTY (30) days before the meeting, excluding the day of the meeting, to each Director at his or her address according to the last available corporate record. Any Director may waive notice in writing before, at, or after a meeting. The waiver shall be filed with the person who has been designated to act as secretary of the meeting, who shall enter it upon the records of the meeting. Appearance at a regular meeting is deemed a waiver of notice unless the appearance is solely for the purpose of asserting the illegality of the meeting. (d) At any meeting of the Board, each Director present at the meeting shall be entitled to cast one vote on any question coming before the meeting. The presence of a majority of the members of the Board shall constitute a quorum at any such meeting, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. Except as otherwise provided in this Agreement, a majority vote of the Directors present at any meeting, if there be a quorum, shall be sufficient to transact any business. (e) The Board may hold its meetings Except as permitted by Section 5.02(g), the Directors shall exercise their authority hereunder by written resolution passed at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each a meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meetingBoard. Members A resolution of the Board certified by a Director to have been adopted in accordance with this Agreement and contained in the books and records of the Company shall be conclusive evidence of the act of the Board set forth therein. (f) Directors may join any meeting by means of telephone, electronic, or any committee thereof may participate in and act other communication facilities. (g) Any action required or permitted to be taken at any meeting of the Board or such committee through video conference or the use of may be taken without a conference telephone or other communications equipmentmeeting, in each case by means of which all persons participating in the meeting can hear each otherwithout a vote, and participation in the meeting by such means shall constitute presence in person at the meeting. (f) Notices of regular meetings without prior notice if all members of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed consent thereto in writing or by each Stockholder. Notices electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of special meetings proceedings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meetingBoard. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.

Board Meetings. (a) Except as otherwise set forth in In each calendar year, the Bylaws, all actions Board shall convene at least one (1) regular meeting to examine the operations and approve major matters of the Board will be taken at meetings Company. Upon written request of two (2) or more of the Directors, the Chairman shall convene an interim Board meeting to discuss relevant matters within ten (10) days after his or her receipt of such request. Board meetings may be attended by the Directors in accordance with person, or through television conference, video conference, tele-conference or other similar communication methods, so long as all attending Directors are able to hear each other and to communicate, and all such Directors are deemed to attend the Board meeting by presenting in this Section 4.8meeting in person. (b) As soon as practicable All Board meetings shall be convened and presided over by the Chairman. The Chairman shall give written notice of any Board meeting to each of the Directors at least ten (10) days prior to the meeting, which notice shall specify the time, place, agenda of the meeting and other documents related to such Board meeting (if any). Any Board meeting held without giving proper and timely notice to each of the Directors shall be invalid unless each of the Directors who did not receive proper and timely notice delivers a written waiver to the Chairman either before or after the election meeting of Directors as provided in Section 4.3, the Board will meet for or attends the purpose meeting. Board meetings shall be held at the registered address of organization and the transaction of Company or such other business place inside or outside the PRC as provided in may be determined by the BylawsChairman. (c) Regular Other details regarding Board meetings of the Board will may be held at such times as are provided in the Bylaws, but no less frequently than once each Fiscal QuarterArticles of Association. (d) Special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting of the Board. (e) The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of which all persons participating in the meeting can hear each other, and participation in the meeting by such means shall constitute presence in person at the meeting. (f) Notices of regular meetings of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meeting. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.

Board Meetings. (a) Except as otherwise set forth in the Bylaws, all actions of the Board will be taken at meetings of the Board in accordance with this Section 4.8. (b) As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the Bylaws. (c) Regular meetings of the Board will shall be held at least twice per year at such dates and times and at such places as are provided shall from time to time be determined in advance by the Board. The Finance and Administration Manager shall deliver an agenda for each regular meeting and a copy of any documents to be discussed to the Directors Representatives at least four Business Days in advance of such meeting. To the extent practical, each agenda for a regular meeting shall specify, to a reasonable degree, the business to be transacted at such meeting. Subject to Section 6.2, at any regular meeting of the Board at which a quorum is present, any and all business of Project Company may be transacted. All such action shall be formalized in a written consent executed by each Directors Representative, as described in Section 6.4. (b) Each Director shall have the right to call one special meeting of the Board per year by any Directors Representative appointed by such Director delivering four weeks advance written notice of a special meeting to each of the other Directors Representatives together with a copy of any documents to be discussed prior to such meeting. Additional special meetings of the Board may be called if at least one Kraton Directors Representative and one FPCC Directors Representative agree in writing. To the extent practicable, each notice of a special meeting shall specify, to a reasonable degree, the business to be transacted at, or the purpose of, such meeting. Notice of any special meeting may be waived before or after the meeting by a written waiver of notice signed by the Directors Representative entitled to notice. A Directors Representative’s attendance at a special meeting shall constitute a waiver of notice unless the Directors Representative states at the beginning of the meeting his objection to the transaction of business because the meeting was not lawfully called or convened. Special meetings of the Board shall be held at a mutually agreeable location at such date and time as may be stated in the Bylawsnotice of such meeting. Subject to Section 6.2, but no less frequently than once at any special meeting of the Board at which a quorum is present, any and all business of Project Company may be transacted. (c) Following each Fiscal Quartermeeting of the Board, the Finance and Administration Manager shall promptly draft and distribute minutes of such meeting to the Directors Representatives for approval at the next meeting, and after such approval shall retain the minutes in Project Company’s minute books. (d) Special Directors Representatives, at their discretion, may participate in or hold regular or special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting of the Board. (e) The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of a video conference, telephone conference or any comparable device or technology by which all persons individuals participating in the meeting can may hear each other, and participation in the such a meeting by such means shall constitute presence in person at such meeting. (e) Matters not on the agenda or described in the notice of the meeting, or business conducted in relation to those matters, may not be raised at a Board meeting unless all Directors Representatives present agree in writing. (f) Notices of regular meetings of the Board Any action required or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as permitted to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled taken at a meeting of the Board held at least 30 calendar days prior may be taken without a meeting by the consent in writing, setting forth the action to be taken, signed by all Directors Representatives. A counterpart of each such consent to action shall be delivered promptly to each of the Directors Representatives and to the date of a subsequent meeting. (g) Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, Finance and Administration Manager for placement in the case minute books of his Project Company, but the failure to deliver a counterpart of any such consent to action to the Finance and Administration Manager shall not affect the validity or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary effectiveness of such meeting and keep the minutes thereofconsent to action.